Behind every good man is a better woman. It’s true of all men and especially true of “Mad Men.” The women incite and temper the men; they inspire and confound them. They are why we exist.

Don and Dr. Miller have fallen into a full-fledged affair with afternoon quickies, shared keys and everything. When she told Don a few episodes back that he’d be married within a year was she laying the foundation for herself to fill the role of the new Mrs. Draper? Her special skill is drawing information from people, often without the subject realizing it. Will she work that voodoo on our Man of Steel and to what end? Who cares, they’re knocking boots on a workday. God bless ’em!

On the other hand, Roger simply cannot leave our Joan alone … and who can blame him? Office flirting is a national pastime in 1965 and Roger Sterling is an all-star, but Joan’s patience grows thin as she prepares for her husband to ship off to Vietnam. We all knew it was coming and now Joan does, too. Vietnam comes to Madison Avenue.

Back on the homefront, the flirting onslaught continues with Peggy’s gal pal Joyce stopping by to take Ms. Olson out for a drink and takes a moment to put office jughead Stan in his place with a little overt gayness. Poor Stan just can’t take what he dishes out and the results always remind me of a snarling poodle who gets whacked with a rolled up newspaper.

Peggy and Joyce grab a drink at P.J. Clarke’s and who should stop by but pseudo-Beatnik Abe, the dude Peggy made out with at the loft party. One thing intellectuals do not do well is flirt, and Abe basically mocks Peggy’s disappointment that the burgeoning civil rights movement doesn’t include equal rights for women — truly equal rights.

“OK,” Abe starts with more than a drip of condescension. “We can have a civil rights march for women.” If only he knew how people talk to Peggy in the office — even those who are subordinate to her — he may dial back the snark. In fact, he does try again by delivering a manifesto about the slavery of corporate culture and its co-opting of art for commerce … to Peggy … at work. It’s hard to tell what makes Peggy more angry: that he’s demeaning her work or that he thinks penning a quasi-Communist Manifesto is a romantic gesture.

The hardest part of the ad agency life is convincing uncreative people that your creative execution is the right one for their business and their target audience. Most people review creative assets only through their own eyes and perceptions and lean heavily on their personal reaction to it, even if they’re not the target audience. The second hardest part is trying to get consensus from multiple, non-creative stakeholders. Draper struggles with the three principals at Fillmore Auto Parts, who are essentially corporate stooges of the Larry, Moe and Shemp variety. One brother can’t get his mind around the concept of a bunch of Madison Avenue dandies effectively communicating to the “real guys” who frequent their stores while another battles for leverage against his oldest brother. The third sits silently since, as we find out later, he has a severe stutter that becomes the subject of office jokes that Don does not take a shine to. Luckily, Don is pulled from the meeting by Megan, a floater from the secretary pool.

Well, it’s not so lucky because the reason she pulled him out of the office is because Sally decided to hop a train from the suburbs to Manhattan to pay daddy a visit. Don locks little Sally away in his office and returns to The Three Stooges, who are inching painfully close to a decision when Draper is again pulled from the office, this time for a much more tragic reason.

Every great drama needs a comic foil to loosen the tension and remind the audience of the fine line that comedy and tragedy share. Mrs. Blankenship served that purpose and has earned a spot in the unforgettable characters hall of fame. And so it is with great sadness that we report that the old gal has been put to pasture — dead at her desk in the middle of the day.

Ida Blankenship’s death is an event that shakes Roger Sterling to his core. The problem with being defined by your job is that it means it’s essentially your life. Having had a near-death experience in the office himself (the heart attack in season one) and now seeing wheeled out under a sheet the woman who in his youth taught him how to be the cad he is today is what one might call an existential crisis. And who do we run to in a crisis, but the women we trust.

Don, stuck with Sally in his office and a dead secretary, turns to Dr. Miller for help with his daughter. Faye confides that she’s “not that good with kids” but agrees to escort Sally to Draper’s apartment. Roger turns again to Joan and convinces her to get dinner with him.

“I wish you would talk to me about things,” he says. Greg doesn’t like it, Joan explains. Roger mentions his memoirs. “Every time I think back, all the good stuff was with you,” and the charm offensive is on.

After a friendly dinner at a smoky diner where Joan begs off Roger’s advances, the two are mugged on the street. Shaken and afraid (and surely battling any number of conflicting emotions with a husband shipping out and an uncertain future at home) Joan and Roger get busy in a dark alley. In a moment of vulnerability, they turned to each other.

Back at Draper’s Man Cave, little Sally pleads her case for living full-time with daddy, which is something I don’t think anyone thinks is a good idea … least of all, Don. In the morning, Sally plays happy homemaker and makes pancakes for breakfast with a little bit of Draper Secret Ingredient: rum in place of syrup. She convinces Don to take a half-day off and the two spend the morning together. Everyone is all smiles until Sally realizes that in the end, she’s still going home with Betty. The little girl loses her shit in Draper’s office and Don is clearly baffled by what to do. A man who is so adept at bending people to his will (through coercion or charm) is suddenly powerless at the sight of a little girl’s tantrum. Sally storms out of his office and runs down the hallway only to do a face plant for everyone to see. Flanked by a sea of office girls, only one can offer any comfort: Megan. She tells Sally everything’s going to be okay, but Sally knows better.

“No,” she says. “It’s not.”

Don hands Sally off to Betty and the two exchange their now familiar barbs before mother and daughter leave with Draper and his office girls standing in the wake.

In the meantime, there are arrangements to be made. Cooper struggles to write Mrs. Blankenship’s obituary. Roger calls on who he always does for help: Joan. She gently coaxes out of Bert a sweet eulogy to someone he’s known for a very long time but who was also, ultimately, his employee.

“She was born in 1898 in a barn. She died on the 37th floor of a skyscraper. She was an astronaut.”

Indeed. Godspeed, Ida Blankenship!

Faye breaks down to Don and explains that her decision to not have kids was just that: her decision. She says she doesn’t regret it or feel the need to apologize, but you have to ask who she’s trying to convince. Draper tells her it doesn’t matter, and with that we may have seen the walls coming down. Might there be a City Hall wedding in the works?

Back in Peggy’s office, Joyce compares men to soup and that women are the pots that contain them, that warm them.

“Who wants to be a pot?” she asks. As for Abe, she wouldn’t have helped him “if I didn’t think he was some very interesting soup.”

The day ends with the girls catching their elevators back down to the ground floor. Inside one of the cars is a picture of the professional woman in 1965: Faye, the lettered sophisticate without a family, and Joan, the dedicated secretary without a family. As the doors close Peggy squeezes in between them. Her generation will redefine the role of professional women in America with a third way. Will she be part of it?

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